SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of March, 2010
ON
TRACK INNOVATIONS LTD.
(Name of
Registrant)
Z.H.R.
Industrial Zone, P.O. Box 32, Rosh-Pina, Israel, 12000
(Address
of Principal Executive Office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F x Form
40-F o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Yes o No x
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Yes o No x
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If
“Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
ON TRACK INNOVATIONS
LTD.
6-K ITEM
This
report on Form 6-K is incorporated by reference into On Track Innovations Ltd.’s
Registration Statement on Form F-3 (Registration No. 333-111770), initially
filed with the Securities and Exchange Commission (the “Commission”) on January
8, 2004, its Registration Statement on Form F-3 (Registration No. 333-115953),
filed with the Commission on May 27, 2004, its Registration Statement on Form
F-3 (Registration No. 333-121316), filed with the Commission on December 16,
2004, its Registration Statement on Form F-3 (Registration No. 333-127615),
initially filed with the Commission on August 17, 2005, its Registration
Statement on Form S-8 (Registration No. 333-128106), filed with the Commission
on September 6, 2005, its Registration Statement on Form F-3 (Registration No.
333-130324), filed with the Commission on December 14, 2005, its Registration
Statement on Form F-3 (Registration No. 333-135742), filed with the Commission
on July 13, 2006, its Registration Statement on Form S-8 (Registration No.
333-140786) filed with the Commission on February 20, 2007, its Registration
Statement on Form F-3 (Registration No. 333-142320), filed with the Commission
on April 24, 2007, its Registration Statement on Form S-8 (Registration No.
333-149034) filed with the Commission on February 4, 2008, its Registration
Statement on Form S-8 (Registration No. 333-149575), filed with the Commission
on March 6, 2008 and its Registration Statement on Form F-3 (Registration No.
333-153667), filed with the Commission on September 25, 2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
ON TRACK INNOVATIONS LTD.
(Registrant)
By:
/s/ Oded
Bashan
Oded
Bashan
Chief
Executive Officer and Chairman
|
Date:
March 2, 2010
2
 |
Press
Release
|
OTI
Reports FY 2009 Financial Results
● Revenues
of $31.4 Million ($38.2 Million Including Discontinued
Operations)
● Gross
Margin Increased to 47%
● Net Cash
Provided by Operating Activities of $5.1 Million
● $32
Million in cash, cash equivalents and short terms investments at year
end
Iselin, NJ – March 1, 2010 –
On Track Innovations Ltd. (OTI) (NASDAQ: OTIV), a
global leader in contactless microprocessor-based smart card solutions for
homeland security, payments, petroleum payments and other applications, today
announced its consolidated financial results for the year ended December 31,
2009. Following are various financial figures that compare fiscal year 2009 to
2008.
|
|
·
|
Net
cash provided by continuing operating activities of $5.1
million.
|
|
|
·
|
Strong
balance sheet with cash, cash equivalents and short-term investments of
$32 million at year end.
|
|
|
·
|
Total
revenues of $31.4 million ($38.2 million including revenues from
discontinued operations), a 10% decrease from last
year.
|
|
|
·
|
Gross
margin increased to 47% vs. 43% last
year.
|
|
|
·
|
Non-GAAP
operating expenses of $24.1 million, a 6% decrease compared to $25.7
million last year. GAAP operating expenses of $28.7 million compared to
$58.9 million last year (2008 GAAP operating expenses included a $24.2
million one-time charge related to impairment of
goodwill).
|
|
|
·
|
Non-GAAP
operating loss of $9.4 million, a 9% decrease compared to $10.4 million
last year. GAAP operating loss of $14.1 million, compared to $43.7 million
last year (2008 GAAP operating loss included a $24.2 million one-time
charge related to impairment of
goodwill).
|
|
|
·
|
Non-GAAP
net loss of $10.7 million, an 11% decrease compared to $11.9 million last
year. GAAP net loss of $23.4 million, compared to $49.9 million last year
(2008 GAAP net loss included a $24.2 million one-time charge related to
impairment of goodwill).
|
Oded
Bashan, Chairman and CEO of OTI, said: “We are opening 2010 in a strong
position, with solid and established pipeline of large projects and a stronger
balance sheet, after finishing 2009 with positive cash flow from
operations. We are on target to reach operating breakeven on a
non-GAAP basis for the year, with expected sales of $48 million, which
represents a 50% increase over 2009 sales.”
Mr.
Bashan continued: “2009 results demonstrate the success of OTI’s strategy to
focus on improving margins and reducing operating expenses, specifically in
R&D and G&A."
Mr.
Bashan concluded: “The sale of the assets of MCT including the machinery and
inlay production IP of OTI in the fourth quarter of 2009 for EUR 8.5 million, is
a result of our continued efforts to adapt organization structure to corporate
strategy, reduce our operating expenses and offer end-to-end solutions which
ultimately yield high margin product sales and recurring revenues. The sale
reduces OTI’s operating expenses and improves our cash flow
position.”
3
Discontinued
Operations
During
the fourth quarter of 2009, the Company signed an agreement for the sale of the
assets of OTI’s subsidiary Millennium Card's Technology Ltd ("MCT") including
the machinery and inlay production IP of OTI to SMARTRAC NV (as announced in
November 2009). Results for the discontinued operations have been separated and
are presented separately for both 2008 and 2009 statements.
Use
of Non-GAAP Financial Information
In
addition to reporting financial results in accordance with generally accepted
accounting principles, or GAAP, OTI uses non-GAAP measures of gross profit, net
income and earnings per share, which are adjustments from results based on GAAP
to exclude non-cash equity-based compensation charges in accordance with the
requirements of Accounting Standards Codification (“ASC”) Topic 718 (originally
issued as SFAS No. 123(R)) and ASC Subtopic 505-50 - Equity-Based Payments to
Non-Employees (formerly EITF 96-18), amortization and impairment of intangible
assets and goodwill and results from discontinued operations. OTI management
believes the non-GAAP financial information provided in this release provides
meaningful supplemental information regarding our performance and enhances the
understanding of the Company’s on-going economic performance. The presentation
of this non-GAAP financial information is not intended to be considered in
isolation or as a substitute for results prepared in accordance with GAAP.
Management uses both GAAP and non-GAAP information in evaluating and operating
the business and as such deemed it important to provide all this information to
investors. Reconciliations between GAAP measures and non-GAAP are provided later
in this press release.
Conference
call and Webcast Information
The
Company has scheduled a conference call and simultaneous Web cast for March 1,
2010, at 9:00 AM ET to discuss operating results and future outlook. To
participate, call:
1-888-668-9141
(U.S. toll free), 1-800-227-297 (Israel toll free). To listen to the Web cast,
use the following link: http://www.otiglobal.com/Investors_Introduction
For those
unable to participate, the teleconference will be available for replay until
midnight March 7th, by
calling U.S.: 1-888-295-2634 on the web at: http://www.otiglobal.com/Investors_Introduction
About
OTI
Established
in 1990, OTI (NASDAQ GM: OTIV) designs, develops and markets secure contactless
microprocessor-based smart card technology to address the needs of a wide
variety of markets. Applications developed by OTI include product solutions for
petroleum payment systems, homeland security solutions, electronic passports and
IDs, payments, mass transit ticketing, parking and loyalty programs. OTI has a
global network of regional offices to market and support its products. The
company was awarded the Frost & Sullivan 2005 and 2006 Company of the Year
Award in the field of smart cards.
For more
information on OTI, visit www.otiglobal.com, the content of which is not part of
this press release.
|
OTI
Contact:
|
Investor
Relations:
|
|
Galit
Mendelson
|
Miri
Segal
|
|
Vice
President of Corporate Relations
|
MS-IR
LLC
|
|
201
944 5200 ext. 111
|
917-607-8654
|
|
galit@otiglobal.com
|
msegal@ms-ir.com
|
# #
#
(TABLES
TO FOLLOW)
4
Safe
Harbor for Forward-Looking Statements:
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and other Federal securities
laws. Whenever we use words such as “believe,” “expect,”
“anticipate,” “intend,” “plan,” “estimate” or similar expressions, we are making
forward-looking statements. Because such statements deal with future
events and are based on OTI’s current expectations, they are subject to various
risks and uncertainties and actual results, performance or achievements of OTI
could differ materially from those described in or implied by the statements in
this press release. Forward-looking statements include statements
regarding our goals, beliefs, future growth strategies, objectives, plans or
current expectations. For example, when we say that we are opening 2010 in a
strong position, with solid and established pipeline of large projects and a
stronger balance sheet, after finishing 2009 with positive cash flow from
operations, or when we say that we are on target to reach operating breakeven on
a non-GAAP basis for the year, with expected sales of $48 million, which
represents a 50% increase over 2009 sales, or when we say that 2009 results
demonstrate the success of our strategy to focus on improving margins and
reducing operating expenses, specifically in R&D and G&A, or when we say
that the sale of the assets of MCT including the machinery and inlay production
IP of OTI in the fourth quarter of 2009 for EUR 8.5 million is a result of our
continued efforts to adapt organization structure to corporate strategy, reduce
our operating expenses and offer end-to-end solutions which ultimately yield
high margin product sales and recurring revenues, or when we say that the sale
reduces our operating expenses and improves our cash flow position, we are using
forward looking statements. Forward-looking statements could be impacted by the
effects of the protracted evaluation and validation periods in the U.S. and
other markets for contactless payment cards ,market acceptance of new and
existing products and our ability to execute production on orders, as well as
the other risks and uncertainties, including those discussed in the “Risk
Factors” section and elsewhere in our Annual Report on Form 20-F for the year
ended December 31, 2008 and in subsequent filings with the Securities and
Exchange Commission. Although we believe that the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, we can give no assurance that our expectations will be
achieved. Except as otherwise required by law, OTI disclaims any
intention or obligation to update or revise any forward-looking statements,
which speak only as of the date hereof, whether as a result of new information,
future events or circumstances or otherwise.
5
ON TRACK
INNOVATIONS LTD.
CONDENSED
CONSOLIDATED BALANCE SHEET
(In
thousands, except share and per share data)
|
December
31
|
December
31
|
|||||||
|
2008
|
2009
|
|||||||
|
(Unaudited)
|
||||||||
|
Assets
|
||||||||
|
Current
assets
|
||||||||
|
Cash
and cash equivalents
|
$ | 27,196 | $ | 26,884 | ||||
|
Short-term
investments
|
904 | 5,086 | ||||||
|
Trade
receivables (net of allowance for doubtful
|
||||||||
|
accounts
of $3,315 and $2,777 as of December 31, 2008
|
||||||||
|
and
December 31, 2009, respectively)
|
4,567 | 6,595 | ||||||
|
Other
receivables and prepaid expenses
|
2,994 | 2,478 | ||||||
|
Inventories
|
12,343 | 6,265 | ||||||
|
Total
current assets
|
48,004 | 47,308 | ||||||
|
Severance
pay deposits fund
|
1,189 | 1,112 | ||||||
|
Investment
in an affiliated company
|
- | - | ||||||
|
Property,
plant and equipment, net
|
18,613 | 14,366 | ||||||
|
Intangible
assets, net
|
2,503 | 1,532 | ||||||
|
Assets
from discontinued operations – held for sale
|
- | 12,358 | ||||||
|
Total
Assets
|
$ | 70,309 | $ | 76,676 | ||||
6
ON TRACK
INNOVATIONS LTD.
CONDENSED
CONSOLIDATED BALANCE SHEET
(In
thousands, except share and per share data)
|
December
31
|
December
31
|
|||||||
|
2008
|
2009
|
|||||||
|
(Unaudited)
|
||||||||
|
Liabilities
and Shareholders' Equity
|
||||||||
|
Current
Liabilities
|
||||||||
|
Short-term
bank credit and current maturities
|
||||||||
|
of
long-term bank loans
|
$ | 4,984 | $ | 6,255 | ||||
|
Trade
payables
|
8,071 | 9,649 | ||||||
|
Other
current liabilities
|
3,517 | 16,174 | ||||||
|
Total
current liabilities
|
16,572 | 32,078 | ||||||
|
Long-Term
Liabilities
|
||||||||
|
Long-term
loans, net of current maturities
|
1,762 | 2,642 | ||||||
|
Accrued
severance pay
|
3,672 | 3,373 | ||||||
|
Deferred
tax liability
|
202 | 120 | ||||||
|
Total
long-term liabilities
|
5,636 | 6,135 | ||||||
|
Total
Liabilities
|
22,208 | 38,213 | ||||||
|
Liabilities
related to discontinued operations
|
- | 8,495 | ||||||
|
Commitments
and Contingencies
|
||||||||
|
Equity
|
||||||||
|
Shareholders'
Equity
|
||||||||
|
Ordinary
shares of NIS 0.1 par value: Authorized –
|
||||||||
|
50,000,000
shares as of December 31, 2008 and
|
||||||||
|
December
31, 2009; issued 21,534,788 and 23,946,316
|
||||||||
|
shares
as of December 31, 2008 and December 31, 2009,
|
||||||||
|
respectively;
outstanding 21,495,409 and 23,946,316 shares
|
||||||||
|
as
of December 31, 2008 and December 31, 2009, respectively
|
508 | 571 | ||||||
|
Additional
paid-in capital
|
182,944 | 187,473 | ||||||
|
Accumulated
other comprehensive income (loss)
|
(325 | ) | 570 | |||||
|
Accumulated
deficit
|
(135,441 | ) | (158,623 | ) | ||||
|
Shareholder’s
equity
|
47,686 | 29,991 | ||||||
|
Noncontrolling
interest
|
415 | (23 | ) | |||||
|
Total
Equity
|
48,101 | 29,968 | ||||||
|
Total
Liabilities and Shareholders’ Equity
|
$ | 70,309 | $ | 76,676 | ||||
7
ON TRACK
INNOVATIONS LTD.
NON GAAP
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In
thousands, except share and per share data)
|
Year ended
December 31
|
Three
months ended December 31
|
|||||||||||||||
|
2008
|
2009
|
2008
|
2009
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
Revenues
|
||||||||||||||||
|
Sales
|
$ | 32,387 | $ | 28,488 | $ | 7,084 | $ | 7,527 | ||||||||
|
Licensing
and transaction fees
|
2,635 | 2,949 | 751 | 1,075 | ||||||||||||
|
Total
revenues
|
35,022 | 31,437 | 7,835 | 8,602 | ||||||||||||
|
Cost
of revenues
|
||||||||||||||||
|
Cost
of sales
|
19,729 | 16,738 | 4,403 | 5,270 | ||||||||||||
|
Total
cost of revenues
|
19,729 | 16,738 | 4,403 | 5,270 | ||||||||||||
|
Gross
profit
|
15,293 | 14,699 | 3,432 | 3,332 | ||||||||||||
|
Operating
expenses
|
||||||||||||||||
|
Research
and development
|
7,399 | 6,034 | 1,587 | 1,669 | ||||||||||||
|
Selling
and marketing
|
9,112 | 9,684 | 3,030 | 2,210 | ||||||||||||
|
General
and administrative
|
9,176 | 8,392 | 2,657 | 2,867 | ||||||||||||
|
Total
operating expenses
|
25,687 | 24,110 | 7,274 | 6,746 | ||||||||||||
|
Operating
loss
|
(10,394 | ) | (9,411 | ) | (3,842 | ) | (3,414 | ) | ||||||||
|
Financial
income (expense), net
|
(474 | ) | (1,153 | ) | 114 | (413 | ) | |||||||||
|
Loss
before taxes on income
|
(10,868 | ) | (10,564 | ) | (3,728 | ) | (3,827 | ) | ||||||||
|
|
||||||||||||||||
|
Taxes
on income
|
205 | (89 | ) | 28 | (54 | ) | ||||||||||
|
Equity
in loss of affiliate
|
(1,270 | ) | - | (928 | ) | - | ||||||||||
|
Net
loss
|
(11,933 | ) | (10,653 | ) | (4,628 | ) | (3,881 | ) | ||||||||
|
Net
loss (income) attributable to noncontrolling interest
|
(57 | ) | 189 | (57 | ) | 56 | ||||||||||
|
Net
loss attributable to shareholders
|
(11,990 | ) | (10,464 | ) | (4,685 | ) | (3,825 | ) | ||||||||
|
Basic
and diluted net loss attributable to shareholders per ordinary
share
|
$ | (0.59 | ) | $ | (0.46 | ) | $ | (0.22 | ) | $ | (0.16 | ) | ||||
|
Weighted
average number of ordinary shares used in computing basic and diluted net
loss per ordinary share
|
20,413,578 | 22,635,479 | 21,378,887 | 23,548,712 | ||||||||||||
Adjustments
from results based on GAAP to exclude:
|
|
(a)
|
The
effect of stock-based compensation in accordance with SFAS 123(R) and EITF
96-18.
|
|
|
(b)
|
The
effect of amortization and impairment of intangible assets and goodwill
for 2008 and amortization of intangible assets for
2009.
|
|
|
(c)
|
The
effect of discontinued operation.
|
8
ON TRACK
INNOVATIONS LTD.
GAAP
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In
thousands, except share and per share data)
|
Year ended
December 31
|
Three
months ended December 31
|
|||||||||||||||
|
2008
|
2009
|
2008
|
2009
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
Revenues
|
||||||||||||||||
|
Sales
|
$ | 32,387 | $ | 28,488 | $ | 7,084 | $ | 7,527 | ||||||||
|
Licensing
and transaction fees
|
2,635 | 2,949 | 751 | 1,075 | ||||||||||||
|
Total
revenues
|
35,022 | 31,437 | 7,835 | 8,602 | ||||||||||||
|
Cost
of revenues
|
||||||||||||||||
|
Cost
of sales
|
19,789 | 16,782 | 4,418 | 5,275 | ||||||||||||
|
Total
cost of revenues
|
19,789 | 16,782 | 4,418 | 5,275 | ||||||||||||
|
Gross
profit
|
15,233 | 14,655 | 3,417 | 3,327 | ||||||||||||
|
Operating
expenses
|
||||||||||||||||
|
Research
and development
|
10,300 | 8,127 | 2,120 | 2,192 | ||||||||||||
|
Selling
and marketing
|
10,370 | 10,371 | 3,224 | 2,351 | ||||||||||||
|
General
and administrative
|
11,210 | 9,230 | 3,034 | 2,974 | ||||||||||||
|
Amortization
and impairment of intangible assets
|
2,794 | 978 | 1,769 | 212 | ||||||||||||
|
Impairment
of goodwill
|
24,217 | - | 24,217 | - | ||||||||||||
|
Total
operating expenses
|
58,891 | 28,706 | 34,364 | 7,729 | ||||||||||||
|
Operating
loss
|
(43,658 | ) | (14,051 | ) | (30,947 | ) | (4,402 | ) | ||||||||
|
Financial
income (expense), net
|
(474 | ) | (1,153 | ) | 114 | (413 | ) | |||||||||
|
Loss
before taxes on income
|
(44,132 | ) | (15,204 | ) | (30,833 | ) | (4,815 | ) | ||||||||
|
|
||||||||||||||||
|
Taxes
on income
|
675 | (89 | ) | 498 | (54 | ) | ||||||||||
|
Equity
in loss of affiliate
|
(1,270 | ) | - | (928 | ) | - | ||||||||||
|
Net
loss from continuing operation
|
(44,727 | ) | (15,293 | ) | (31,263 | ) | (4,869 | ) | ||||||||
|
Net
loss from discontinued operation
|
(5,211 | ) | (8,078 | ) | (1,320 | ) | (4,407 | ) | ||||||||
|
Net
loss
|
(49,938 | ) | (23,371 | ) | (32,583 | ) | (9,276 | ) | ||||||||
|
Net
loss (income) attributable to noncontrolling interest
|
(57 | ) | 189 | (57 | ) | 56 | ||||||||||
|
Net
loss attributable to shareholders
|
(49,995 | ) | (23,182 | ) | (32,640 | ) | (9,220 | ) | ||||||||
|
Basic
and diluted net loss attributable to shareholders per ordinary
share
|
||||||||||||||||
|
From
continuing operation
|
$ | (2.19 | ) | $ | (0.67 | ) | $ | (1.47 | ) | $ | (0.20 | ) | ||||
|
From
discontinued operation
|
$ | (0.26 | ) | $ | (0.35 | ) | $ | (0.06 | ) | $ | (0.19 | ) | ||||
|
Weighted
average number of ordinary shares used in computing basic and diluted net
loss per ordinary share
|
20,413,578 | 22,635,479 | 21,378,887 | 23,548,712 | ||||||||||||
9
ON TRACK
INNOVATIONS LTD.
RECONCILIATION
BETWEEN GAAP TO NON-GAAP
UNAUDITED
STATEMENT OF OPERATIONS
(In
thousands, except share and per share data)
|
GAAP
|
Year
ended
December
31, 2009
Adjustments
|
Non-GAAP
|
||||||||||
|
Revenues
|
||||||||||||
|
Sales
|
$ | 28,488 | - | $ | 28,488 | |||||||
|
Licensing
and transaction fees
|
2,949 | - | 2,949 | |||||||||
|
Total
revenues
|
31,437 | 31,437 | ||||||||||
|
Cost
of Revenues
|
||||||||||||
|
Cost
of sales
|
16,782 | (44 | ) (a) | 16,738 | ||||||||
|
Total
cost of revenues
|
16,782 | (44 | ) | 16,738 | ||||||||
|
Gross
profit
|
14,655 | 44 | 14,699 | |||||||||
|
Operating
Expenses
|
||||||||||||
|
Research
and development
|
8,127 | (2,093 | ) (a) | 6,034 | ||||||||
|
Selling
and marketing
|
10,371 | (687 | ) (a) | 9,684 | ||||||||
|
General
and administrative
|
9,230 | (838 | ) (a) | 8,392 | ||||||||
|
Amortization
of intangible assets
|
978 | (978 | ) (b) | - | ||||||||
|
Total
operating expenses
|
28,706 | (4,596 | ) | 24,110 | ||||||||
|
Operating
loss
|
(14,051 | ) | 4,640 | (9,411 | ) | |||||||
|
Financial
expenses, net
|
(1,153 | ) | - | (1,153 | ) | |||||||
|
Loss
before taxes on income
|
(15,204 | ) | 4,640 | (10,564 | ) | |||||||
|
Taxes
on income
|
(89 | ) | - | (89 | ) | |||||||
|
Net
loss from continuing operation
|
(15,293 | ) | 4,640 | (10,653 | ) | |||||||
|
Net
loss from discontinued operation
|
(8,078 | ) | 8,078 | (c) | - | |||||||
|
Net
loss
|
$ | (23,371 | ) | $ | 12,718 | $ | (10,653 | ) | ||||
|
Net
loss attributable to noncontrolling interest
|
189 | - | 189 | |||||||||
|
Net
loss attributable to shareholders
|
$ | (23,182 | ) | $ | 12,718 | $ | (10,464 | ) | ||||
|
Basic
and diluted net loss attributable to shareholders per ordinary
share
|
||||||||||||
|
From
continuing operation
|
$ | (0.67 | ) | $ | 0.21 | $ | (0.46 | ) | ||||
|
From
discontinued operation
|
$ | (0.35 | ) | $ | 0.35 | - | ||||||
|
Weighted
average number of ordinary shares used in computing basic and diluted net
loss per ordinary share
|
22,635,479 | 22,635,479 | ||||||||||
|
|
(a)
|
The
effect of stock-based compensation in accordance with SFAS 123(R) and EITF
96-18.
|
|
|
(b)
|
The
effect of amortization of intangible
assets.
|
|
|
(c)
|
The
effect of discontinued operation.
|
10
ON TRACK
INNOVATIONS LTD.
RECONCILIATION
BETWEEN GAAP TO NON-GAAP
UNAUDITED
STATEMENT OF OPERATIONS
(In
thousands, except share and per share data)
|
GAAP
|
Three
months ended December 31, 2009
Adjustments
|
Non-GAAP
|
||||||||||
|
Revenues
|
||||||||||||
|
Sales
|
$ | 7,527 | - | $ | 7,527 | |||||||
|
Licensing
and transaction fees
|
1,075 | - | 1,075 | |||||||||
|
Total
revenues
|
8,602 | 8,602 | ||||||||||
|
Cost
of Revenues
|
||||||||||||
|
Cost
of sales
|
5,275 | (5 | ) (a) | 5,270 | ||||||||
|
Total
cost of revenues
|
5,275 | (5 | ) | 5,270 | ||||||||
|
Gross
profit
|
3,327 | 5 | 3,332 | |||||||||
|
Operating
Expenses
|
||||||||||||
|
Research
and development
|
2,192 | (523 | ) (a) | 1,669 | ||||||||
|
Selling
and marketing
|
2,351 | (141 | ) (a) | 2,210 | ||||||||
|
General
and administrative
|
2,974 | (107 | ) (a) | 2,867 | ||||||||
|
Amortization
of intangible assets
|
212 | (212 | ) (b) | - | ||||||||
|
Total
operating expenses
|
7,729 | (983 | ) | 6,746 | ||||||||
|
Operating
loss
|
(4,402 | ) | 988 | (3,414 | ) | |||||||
|
Financial
expenses, net
|
(413 | ) | - | (413 | ) | |||||||
|
Loss
before taxes on income
|
(4,815 | ) | 988 | (3,827 | ) | |||||||
|
Taxes
on income
|
(54 | ) | - | (54 | ) | |||||||
|
Net
loss from continuing operation
|
(4,869 | ) | 988 | (3,881 | ) | |||||||
|
Net
loss from discontinued operation
|
(4,407 | ) | 4,407 | (c) | - | |||||||
|
Net
loss
|
$ | (9,276 | ) | $ | 5,395 | $ | (3,881 | ) | ||||
|
Net
loss attributable to noncontrolling interest
|
56 | - | 56 | |||||||||
|
Net
loss attributable to shareholders
|
$ | (9,220 | ) | $ | 5,395 | $ | (3,825 | ) | ||||
|
Basic
and diluted net loss attributable to shareholders per ordinary
share
|
||||||||||||
|
From
continuing operation
|
$ | (0.20 | ) | $ | 0.04 | $ | (0.16 | ) | ||||
|
From
discontinued operation
|
$ | (0.19 | ) | $ | 0.19 | - | ||||||
|
Weighted
average number of ordinary shares used in computing basic and diluted net
loss per ordinary share
|
23,548,712 | 23,548,712 | ||||||||||
|
|
(a)
|
The
effect of stock-based compensation in accordance with SFAS 123(R) and EITF
96-18.
|
|
|
(b)
|
The
effect of amortization of intangible
assets.
|
|
|
(c)
|
The
effect of discontinued
operation.
|
11
ON TRACK
INNOVATIONS LTD
RECONCILIATION
BETWEEN GAAP TO NON-GAAP
UNAUDITED
STATEMENT OF OPERATIONS
(In
thousands, except share and per share data)
|
GAAP
|
Year
ended
December
31, 2008
Adjustments
|
Non-GAAP
|
||||||||||
|
Revenues
|
||||||||||||
|
Sales
|
$ | 32,387 | - | $ | 32,387 | |||||||
|
Licensing
and transaction fees
|
2,635 | - | 2,635 | |||||||||
|
Total
revenues
|
35,022 | 35,022 | ||||||||||
|
Cost
of Revenues
|
||||||||||||
|
Cost
of sales
|
19,789 | (60 | ) (a) | 19,729 | ||||||||
|
Total
cost of revenues
|
19,789 | (60 | ) | 19,729 | ||||||||
|
Gross
profit
|
15,233 | 60 | 15,293 | |||||||||
|
Operating
Expenses
|
||||||||||||
|
Research
and development
|
10,300 | (2,901 | ) (a) | 7,399 | ||||||||
|
Selling
and marketing
|
10,370 | (1,258 | ) (a) | 9,112 | ||||||||
|
General
and administrative
|
11,210 | (2,034 | ) (a) | 9,176 | ||||||||
|
Amortization
and impairment of intangible assets
|
2,794 | (2,794 | ) (b) | - | ||||||||
|
Impairment
of goodwill
|
24,217 | (24,217 | ) (b) | - | ||||||||
|
Total
operating expenses
|
58,891 | (33,204 | ) | 25,687 | ||||||||
|
Operating
loss
|
(43,658 | ) | 33,264 | (10,394 | ) | |||||||
|
Financial
expenses, net
|
(474 | ) | - | (474 | ) | |||||||
|
Loss
before taxes on income
|
(44,132 | ) | 33,264 | (10,868 | ) | |||||||
|
Taxes
on income
|
675 | (470 | ) (b) | 205 | ||||||||
|
Equity
in loss of affiliate
|
(1,270 | ) | - | (1,270 | ) | |||||||
|
Net
loss from continuing operation
|
(44,727 | ) | 32,794 | (11,933 | ) | |||||||
|
Net
loss from discontinued operation
|
(5,211 | ) | 5,211 | (c) | - | |||||||
|
Net
loss
|
$ | (49,938 | ) | $ | 38,005 | $ | (11,933 | ) | ||||
|
Net
income attributable to noncontrolling interest
|
(57 | ) | - | (57 | ) | |||||||
|
Net
loss attributable to shareholders
|
$ | (49,995 | ) | $ | 38,005 | $ | (11,990 | ) | ||||
|
Basic
and diluted net loss attributable to shareholders per ordinary
share
|
||||||||||||
|
From
continuing operation
|
$ | (2.19 | ) | $ | 1.60 | $ | (0.59 | ) | ||||
|
From
discontinued operation
|
$ | (0.26 | ) | $ | 0.26 | - | ||||||
|
Weighted
average number of ordinary shares used in computing basic and diluted net
loss per ordinary share
|
20,413,578 | 20,413,578 | ||||||||||
|
|
(a)
|
The
effect of stock-based compensation in accordance with SFAS 123(R) and EITF
96-18.
|
|
|
(b)
|
The
effect of amortization and impairment of intangible assets and
goodwill.
|
|
|
(c)
|
The
effect of discontinued
operation.
|
12
ON TRACK
INNOVATIONS LTD
RECONCILIATION
BETWEEN GAAP TO NON-GAAP
UNAUDITED
STATEMENT OF OPERATIONS
(In
thousands, except share and per share data)
|
GAAP
|
Three
months ended December 31, 2008
Adjustments
|
Non-GAAP
|
||||||||||
|
Revenues
|
||||||||||||
|
Sales
|
$ | 7,084 | - | $ | 7,084 | |||||||
|
Licensing
and transaction fees
|
751 | - | 751 | |||||||||
|
Total
revenues
|
7,835 | 7,835 | ||||||||||
|
Cost
of Revenues
|
||||||||||||
|
Cost
of sales
|
4,418 | (15 | ) (a) | 4,403 | ||||||||
|
Total
cost of revenues
|
4,418 | (15 | ) | 4,403 | ||||||||
|
Gross
profit
|
3,417 | 15 | 3,432 | |||||||||
|
Operating
Expenses
|
||||||||||||
|
Research
and development
|
2,120 | (533 | ) (a) | 1,587 | ||||||||
|
Selling
and marketing
|
3,224 | (194 | ) (a) | 3,030 | ||||||||
|
General
and administrative
|
3,034 | (377 | ) (a) | 2,657 | ||||||||
|
Amortization
and impairment of intangible assets
|
1,769 | (1,769 | ) (b) | - | ||||||||
|
Impairment
of goodwill
|
24,217 | (24,217 | ) (b) | - | ||||||||
|
Total
operating expenses
|
34,364 | (27,090 | ) | 7,274 | ||||||||
|
Operating
loss
|
(30,947 | ) | 27,105 | (3,842 | ) | |||||||
|
Financial
income, net
|
114 | - | 114 | |||||||||
|
Loss
before taxes on income
|
(30,833 | ) | 27,105 | (3, 728 | ) | |||||||
|
Taxes
on income
|
498 | (470 | ) (b) | 28 | ||||||||
|
Equity
in loss of affiliate
|
(928 | ) | - | (928 | ) | |||||||
|
Net
loss from continuing operation
|
(31,263 | ) | 26,635 | (4,628 | ) | |||||||
|
Net
loss from discontinued operation
|
(1,320 | ) | 1,320 | (c) | - | |||||||
|
Net
loss
|
$ | (32,583 | ) | $ | 27,955 | $ | (4,628 | ) | ||||
|
Net
income attributable to noncontrolling interest
|
(57 | ) | - | (57 | ) | |||||||
|
Net
loss attributable to shareholders
|
$ | (32,640 | ) | $ | 27,955 | $ | (4,685 | ) | ||||
|
Basic
and diluted net loss attributable to shareholders per ordinary
share
|
||||||||||||
|
From
continuing operation
|
$ | (1.47 | ) | $ | 1.25 | $ | (0.22 | ) | ||||
|
From
discontinued operation
|
$ | (0.06 | ) | $ | 0.06 | - | ||||||
|
Weighted
average number of ordinary shares used in computing basic and diluted net
loss per ordinary share
|
21,378,887 | 21,378,887 | ||||||||||
|
|
(a)
|
The
effect of stock-based compensation in accordance with SFAS 123(R) and EITF
96-18.
|
|
|
(b)
|
The
effect of amortization and impairment of intangible assets and
goodwill.
|
|
|
(c)
|
The
effect of discontinued operation.
|
13
ON TRACK
INNOVATIONS LTD.
CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS
(In
thousands, except share and per share data)
|
Year ended December
31
|
||||||||
|
2008
|
2009
|
|||||||
|
(Unaudited)
|
||||||||
|
Cash
flows from operating activities
|
||||||||
|
Net
loss
|
$ | (44,727 | ) | $ | (15,293 | ) | ||
|
Adjustments
required to reconcile net loss to
|
||||||||
|
net
cash used in operating activities:
|
||||||||
|
Stock-based
compensation related to options and shares issued
|
||||||||
|
to
employees and others
|
6,253 | 3,662 | ||||||
|
Loss
(gain) on sale of property and equipment
|
25 | (3 | ) | |||||
|
Amortization
and impairment of intangible assets and goodwill
|
27,011 | 978 | ||||||
|
Depreciation
|
3,044 | 2,632 | ||||||
|
Equity
in net losses of an affiliated company
|
1,270 | - | ||||||
|
Accrued
severance pay, net
|
78 | (222 | ) | |||||
|
Accrued
interest and linkage differences on long-term loans
|
(27 | ) | 36 | |||||
|
Decrease
in deferred tax liability
|
(711 | ) | (82 | ) | ||||
|
Decrease
(increase) in trade receivables
|
2,702 | (1,326 | ) | |||||
|
Increase
(decrease) in allowance for doubtful account
|
548 | (538 | ) | |||||
|
Decrease
in other receivables and prepaid expenses
|
567 | 663 | ||||||
|
Decrease
in inventories
|
869 | 429 | ||||||
|
Increase
(decrease) in trade payables
|
(1,859 | ) | 1,334 | |||||
|
Increase
(decrease) in other current liabilities
|
(2,008 | ) | 12,788 | |||||
|
Net
cash provided by (used in) continuing operating activities
|
(6,965 | ) | 5,058 | |||||
|
Cash
flows from investing activities
|
||||||||
|
Acquisition
of consolidated subsidiary, net of cash acquired
|
(565 | ) | - | |||||
|
Purchase
of property and equipment
|
(1,518 | ) | (4,124 | ) | ||||
|
Purchase
of available-for-sale securities
|
(29,068 | ) | (5,623 | ) | ||||
|
Proceeds
from maturity of available-for-sale securities
|
34,551 | 1,418 | ||||||
|
Other,
net
|
30 | 22 | ||||||
|
Net
cash provided by (used in) continuing investing activities
|
3,430 | (8,307 | ) | |||||
|
Cash
flows from financing activities
|
||||||||
|
Increase
(decrease) in short-term bank credit, net
|
(358 | ) | 911 | |||||
|
Proceeds
from long-term bank loans
|
- | 1,636 | ||||||
|
Repayment
of long-term bank loans
|
(508 | ) | (543 | ) | ||||
|
Proceeds
from receipt on account of shares and exercise of options
and
|
||||||||
|
warrants,
net
|
1,464 | 521 | ||||||
|
Net
cash provided by continuing financing activities
|
598 | 2,525 | ||||||
|
Net
cash used in discontinued operating activities
|
(5,211 | ) | (6,763 | ) | ||||
|
Net
cash provided by discontinued investing activities
|
- | 7,060 | ||||||
|
Total
net cash provided by (used in) discontinued activities
|
(5,211 | ) | 297 | |||||
|
Effect
of exchange rate changes on cash
|
(126 | ) | 115 | |||||
|
decrease
in cash and cash equivalents
|
(8,274 | ) | (312 | ) | ||||
|
Cash
and cash equivalents at the beginning of the year
|
35,470 | 27,196 | ||||||
|
Cash
and cash equivalents at the end of the year
|
$ | 27,196 | $ | 26,884 | ||||
14